SC reserves verdict on pleas of Future group firms

PTI, Jan 11, 2022, 4:12 PM IST

The Supreme Court on Tuesday reserved verdict on a batch of pleas filed by Future group firms against a Delhi High Court order declining stay on an arbitration tribunal decision refusing to interfere with the Emergency Award (EA) of the Singapore International Arbitration Centre (SIAC).

“We reserve the order. All the four SLPs (special leave petitions) are over. A lot of homework for us. Anyway I will not write lengthy judgement,” a bench headed by Chief Justice N V Ramana said.

Initially, the bench, also comprising justices A S Bopanna and Hima Kohli, suggested to the counsels for Amazon and the Future group firms that the single judge bench of the Delhi High Court be allowed to hear the statutory appeals of the Future group against the final arbitral award of the SIAC.

The bench said that the pleas, which are arising from the EA’s award and are pending before it, may not be “relevant now as the final award of the SIAC has already been passed”.

“Your (Future group) first SLP which has challenged Justice J R Midha (Delhi HC) order, we had said that no implementation of that order. We never said Delhi High Court to not hear the matter for what has come up subsequently,” the bench observed at the outset.

The apex court has been hearing pleas including the fresh petition of Future Group against the Delhi High Court’s recent order declining its plea for stay on an arbitration tribunal decision refusing to interfere with the SIAC’s EA, which restrained it from going ahead with the Rs 24,731 crore merger deal with Reliance Retail.

The SIAC, in the EA, had granted relief to US e-commerce major Amazon by restraining the Future from going ahead with the Rs 24,731 crore merger deal of Future Retail Ltd (FRL) with Reliance Retail.

Amazon had dragged Future Group to arbitration at SIAC in October last year, arguing that FRL had violated their contract by entering into the deal with rival Reliance Retail.

On October 21 last year, a duly-constituted panel of arbitrators at the SIAC reiterated the EA’s decision. On October 29, 2021, the Delhi High Court declined Future Group’s plea for stay on the arbitration tribunal. The high court sought response from Amazon which had challenged the merger before the SIAC, and listed the appeals by FCPL and FRL for further hearing on January 4, 2022.

FRL and FCPL moved the top court recently against the order with fresh pleas.

Kishore Biyani and 15 others including FRL and FCPL have been embroiled in a series of litigations with Amazon, an investor in FCPL, over the deal with Reliance. Following the EA, subsequently, a three-member arbitral tribunal was constituted to decide the issues arising from the deal.

On September 9, last year, the apex court had stayed for four weeks all proceedings before the high court in relation to the implementation of the EA and also directed statutory authorities like National Company Law Tribunal (NCLT), Competition Commission of India (CCI) and Securities and Exchange Board of India (Sebi) not to pass any final order related to the merger deal in the meantime.

Subsequently, the arbitration tribunal under the SIAC rejected on October 21, last year, the FRL plea to lift the interim stay granted by its EA on October 25, 2020, observing that ”the Award was correctly granted”.

The FRL and FCPL had moved the top court against the high court order of August 17, 2021 which said that it would implement the earlier order by its single-judge restraining FRL from going ahead with the deal in pursuance of the EA’s award.

The high court had said that in the absence of a stay, it would have to enforce the order passed by its single judge, Justice J R Midha, on March 18, 2021.

On March 18, besides restraining FRL from going ahead with its deal with Reliance Retail, the court had imposed costs of Rs 20 lakh on the Future Group and others associated with it and ordered attachment of their properties.

On August 6, last year, the Supreme Court gave the verdict in favour of Amazon and held that EA award, restraining the Rs 24,731 crore FRL-Reliance Retail merger deal, is valid and enforceable under Indian arbitration laws.

The apex court had also set aside the two orders of February 8 and March 22, 2021 of the division bench of the Delhi High Court order which had lifted the single-judge’s orders staying the FRL-RRL merger.

A bench headed by Justice R F Nariman, since retired, had dealt with the larger question and held that an award of an EA of a foreign country is enforceable under the Indian Arbitration and Conciliation Act.